STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND/OR SUPPLY OF SERVICES
1. Definitions and Interpretation
1.1. In these Standard Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:
“Customer” means the person(s), firm(s) or company(ies) who purchases the Goods and/or Services from TACHub Systems (Asia) Pte Ltd, also known as “TACHub”, including the entity or entities named in the Sales Quotation (or Services Quotation), all of whom shall be jointly and severally liable under the Contract;
“Contract” means the Sales Quotation or Services Quotation;
“Designated Entity” means any specified persons, entities or bodies upon which any sanction, prohibition or restriction is imposed pursuant to United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union, United States of America or Singapore;
“Equipment” means any equipment, network, server, desktop computer, laptop etc, on which the Services are to be performed or to which the Goods are to be used in conjunction / installed upon;
“Goods” means any goods agreed in the Contract to be supplied to the Customer by TACHub (including any part or any part thereof, any software and any documentation);
“Intellectual Property” means any patent, copyright, trade mark, service mark or trade name, right in software, right in design, right in databases, image right, moral right, right in invention, right relating to passing off, domain name, right in confidential information (including trade secrets) or right of privacy, and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the further in Singapore and all other countries in the world in each case whether registered or not and including any application for registration of the foregoing.
“Sales Quotation” means a quotation in writing from TACHub to the Customer setting forth the particular terms of the sale of Goods (which may include the provision of Services relating to the commissioning of professional service or maintenance service or any service by TACHub to the Customer;
“Services” means any services, including the commissioning professional service or maintenance service or any service of agreed in the Contract to be provided by TACHub to the Customer;
“STCs” means these standard terms and conditions;
“TACHub” means TACHub Systems (Asia) Pte Ltd a Singapore registered company with registered address at http://www.tachub.com/contact.php and shall include any of its branch offices, servants, agents and designated representatives;
2. Basis of Contract
2.1. It is the Customer’s obligation to ensure that the terms of the Sales Quotation (or Services Quotation) and any applicable specifications are complete and accurate. If the Customer does not within seven (7) days after the acceptance of the Sales Quotation (or Services Quotation) object to any of the terms contained in the Sales Quotation (or Services Quotation), the Customer shall be deemed conclusively to have accepted all the terms contained in such Sales Quotation (or Services Quotation) as true and accurate in all respects.
2.2. Any quotation or estimate made by TACHub is given subject to these STCs.
2.3. TACHub’s performance of each Contract shall be subject to TACHub being satisfied as to the Customer’s credit status both prior to and during the period of the Contract. Without prejudice to TACHub’s rights at clause 10, where, at any time, TACHub is or becomes dissatisfied with the Customer’s credit status then TACHub may suspend performance of the Contract until the Customer satisfies TACHub as to the Customer’s credit worthiness or gives TACHub such security as TACHub shall deem appropriate in all of the circumstances, including provision by the Customer of a suitable guarantee or an irrevocable letter of credit.
3. Description of Goods and/or Services
3.1. The description of the Goods and/or Services shall be set out in TACHub’s Sales Quotation.
3.2. All drawings, descriptive matter, specifications and advertising issued by or on behalf of TACHub and any descriptions, information, data, details or illustrations contained in catalogues, pricelists or brochures, or other general product documentation distributed by TACHub (whether or not issued or published by TACHub) are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them and they will not form part of the Contract unless otherwise agreed in writing.
4. Delivery and Acceptance of Goods
4.1. Partial shipments shall be permitted unless otherwise agreed and TACHub shall be entitled to invoice the Customer for each shipment individually. Any delay in delivery or defect in a shipment shall not entitle the Customer to cancel any other shipment.
4.2. The Customer will be deemed to have checked and accepted the Goods as being in accordance with the Contract upon acceptance and/or signing of the delivery order (DO) for the Goods by the Customer, a person authorised by the Customer, the Customer’s employee or servant.
The Customer shall not be entitled to reject the Goods and TACHub’s liability for any defect or failure in the Goods (except and to the extent of any warranty given by TACHub), whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall cease and be extinguished once the delivery order for the Goods has been accepted or signed as aforesaid.
4.3. Any date(s) or time periods specified by TACHub for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. No claim shall be brought against TACHub for late delivery of the Goods unless written notice has been given by the Customer of TACHub’s failure to deliver on time and TACHub fails to deliver the Goods within three (3) months from the date of the said written notice. The Customer’s written notice under this clause shall be a condition precedent to the Customer’s right to claim or bring an action against TACHub for any failure to deliver the Goods on time.
4.4. In addition to anything else stated in the Contract, if for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery, or TACHub is unable to deliver the Goods because the Customer has not provided appropriate instructions, documents, licences or authorisations then (at TACHub’s sole discretion):
4.4.1. The Goods will be deemed to have been delivered to the Customer from the time the Customer does not accept delivery of the Goods, whether for the purpose of calculating the warranty period or otherwise;
4.4.2. TACHub may store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses; and/or
4.4.3. TACHub may dispose of the Goods as TACHub deems fit, including but not limited to selling the Goods to other parties, regardless of whether the Customer has paid for the Goods in full or otherwise and upon the said disposal of the Goods the Contract shall be deemed to have been terminated without prejudice to the rights and remedies which have accrued to TACHub at the date of the said disposal of the Goods.
4.5. TACHub’s liability for non-delivery or failing to deliver the Goods on time (late delivery), if any, shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market reasonably available, less the price of the Goods. TACHub shall not be liable for any consequential losses arising from any failure to deliver or to deliver the Goods on time. TACHub shall have no liability for any failure to deliver or to deliver the Goods on time, if such failure is caused by a Force Majeure Event.
5. Passing of Risk and Title
5.1. Full legal, beneficial and equitable title to and property in the Goods shall remain vested in TACHub (notwithstanding that the Goods have been delivered and risk has passed to the Customer) until payment in full, in cash or cleared funds, for all the Goods has been received by TACHub.
5.2. Until full legal, beneficial and equitable title to and property in the Goods passes to the Customer:
5.2.1. TACHub may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to TACHub and TACHub may repossess and resell the Goods if any of the events specified in clause 10 occur or if any sum due to TACHub from the Customer under the Contract is not paid when due;
5.2.2. TACHub, its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice, for the purposes of enforcing TACHub’s rights under this clause; and
5.2.3. TACHub shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer, but the Customer may use the Goods in the ordinary course of its business.
5.3. TACHub’s rights and remedies set out in this clause are in addition to and shall not in any way prejudice, limit or restrict any of TACHub’s other rights or remedies under the Contract, under any relevant legislation, in law and/or in equity.
6. Leasing Program
6.1 Full legal, beneficial and equitable title to and property of the Goods shall remain vested in TACHub. Upon the occurrence of default, all amounts due under the Leasing Program shall deemed immediately due and payable and TACHub shall have the rights, at its sole discretion to invoke one or more of the following actions:
a) Terminate the Leasing Program in whole or in part;
b) Recover possession of all Products/Equipment and its services from end users of the Lease;
c) Pursue any other remedy available at law.
7. Provision of Services
7.1. Except where the Services to be provided are the commissioning of professional services, maintenance services or any other service(s), where the Contract requires provision of Services by TACHub, the Services to be performed by TACHub shall be limited in scope only to the items listed under the “Professional Service and/or “Scope of Works” heading in the Sales Quotation.
7.2. Unless otherwise agreed in writing by TACHub, the only warranty which shall be given by TACHub in respect of Services that TACHub agrees to provide in the Contract is that such Services will be performed with reasonable care and skill. TACHub gives no guarantee that the Services provided will achieve a certain result or produce a specified outcome or effect.
7.3. Upon completion of the Services, TACHub will produce a service report outlining steps taken and carried out by TACHub. The service report when it is signed by the Customer, a person authorised by the Customer, the Customer’s employee or servant, upon which the Equipment (or Goods) is located, shall be conclusive evidence that TACHub has performed the Services to the satisfaction of the Customer. TACHub’s responsibility and liability for the Services, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall cease and be extinguished from the time the Customer, a person authorised by the Customer, the Customer’s employee or servant, upon which the Equipment is located, accepts and/or signs the service report.
7.4. Any dates specified by TACHub for provision of the Services are intended to be an estimate only and time for delivery shall not be of the essence.
7.5. Where TACHub is to perform the Services outside its premises, the Customer shall ensure safe access to the premises and the provision of adequate power, lighting, heating, safety equipment and other facilities, supplies, materials or equipment for TACHub’s employees, personnel, contractors, sub-contractors and/or agents in accordance with the demands of any applicable legislation and as TACHub shall reasonably require. The Customer shall ensure that TACHub’s employees, personnel, contractors, sub-contractors and/or agents are informed of any safety regulations in force at the premises where the Services are to be performed.
7.6. In the course of carrying out the Services on the Equipment, the Equipment may have wearing Parts and/or other components which may require replacement or renewal. The said replacement parts may be supplied by the Customer or, if requested by the Customer, by TACHub for a price to be agreed. Unless otherwise agreed in writing, the Customer shall only use parts from the original brand or parts of the equivalent quality when carrying out the Services on the Equipment.
7.7. The Customer shall provide technical documentation (ie up to date drawings, descriptions, charts and instructions) in his possession which is necessary for carrying out the Services.
7.8. The Customer shall be responsible for the necessary daily care of the Equipment and warrants that, at the time TACHub carries out the Services, the Equipment (apart from the part(s) / component(s) of the Equipment covered by the Services) is in good and proper working order. TACHub is entitled to withhold provision of the Services if TACHub is, in its absolute discretion, of the view that the Customer is in breach of this warranty. The Customer shall remain liable to pay for any costs and/or expenses incurred by TACHub even though the Services have not been provided.
7.9. Without prejudice to Clause 7.3, TACHub’s responsibility for the Services shall cease immediately upon the Customer, its servants and/or agents and/or contractors, without TACHub’s consent, carrying out diagnostic work on the Equipment. This diagnostic work shall include but is not limited to the following: -
7.9.1. Diagnosing the condition and functionality of the Equipment and/or component(s) and/or part(s) thereof;
7.9.2. Making adjustments to the Equipment and/or component(s) and/or part(s) thereof;
7.9.3. Replacement and renewal of any component(s) and/or part(s) of the Equipment;
7.9.4. Cleaning and lubrication of the Equipment and/or component(s) and/or any part(s) thereof; and/or
7.9.5. Remedying (or attempted remedying) of any fault or defect in the Equipment and/or component(s) and/or any part(s) thereof.
7.10. The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable according to the terms of the Contract;
7.10.1. When TACHub issues a Service Report to the Customer confirming such completion; or
7.10.2. If TACHub is available to perform the Services but is prevented from doing so by reason of:
(i) the lack of relevant assistance and support from the Customer (such as lack of availability of test components or parts from the Customer); and/or
(ii) the Customer’s failure to provide the conditions stated at clause 7.5.
7.11. Where the Services are to be provided outside of Singapore, the following clauses will apply: -
7.11.1. The Customer shall give all necessary assistance to secure that TACHub’s employees, personnel, contractors, sub-contractors and/or agents will in good time, obtain visas and any official entry, exit or working permits and (if necessary) tax certificates required in the country where the Services are to be provided.
7.11.2. The Customer shall inform TACHub of all necessary information concerning the local laws and regulations applicable to the Services to be provided.
7.11.3. The Customer shall inform TACHub of all relevant safety regulations in force at the site where the Services are to be provided.
7.11.4. The Customer shall inform TACHub of any special dangers which the provision of the Services may entail.
7.11.5. The Customer shall comply with all reasonable requests by TACHub for the provision of additional safety measures against special dangers present in the country where the Services are to be provided.
7.11.6. In the event of accident or illness to TACHub’s employees, personnel, contractors, sub-contractors and/or agents who are deployed to provide the Services, the Customer shall assist TACHub in obtaining the best available medical attention, hospital treatment and medicines, whether the accident or illness occurs in or outside working hours. If TACHub considers it necessary to repatriate any of its deployed employee’s personnel, contractors, sub-contractors and/or agents on medical grounds or in the event of death, the Customer shall give TACHub all reasonable assistance in arranging the persons return home or the transport of the deceased.
8.1. Without prejudice to anything stated in these STCs, where a defect or failure is detected in the Goods that may cause damage to the Equipment (or any component(s) or any part(s) thereof), or to the Customer’s property, the Customer shall immediately inform TACHub in writing within one (1) business day and cease the use of the said Goods and/or the Equipment, failing which the Customer shall bear the risk of any damages howsoever arising resulting from his failure to so notify and/or to cease use of the Goods and/or the Equipment.
8.2. In addition to whatever else is stated in the Contract, TACHub shall not be liable for the following whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise: -
8.2.1. Defects arising out of materials provided or a design stipulated or specified by the Customer;
8.2.2. Defects which arise from improper use of the Goods and/or the Equipment, use of the Goods and/or the Equipment outside the conditions of normal operations, or the failure of the Customer to follow TACHub’s instructions in relation to the use of the Goods and/or the Equipment (whether oral or in writing);
8.2.3. Defects specifically excluded by TACHub by written notice; and/or
8.2.4. Defects caused by faulty daily maintenance, incorrect installation, faulty repair, alterations, normal wear and tear, and/or deterioration of the Goods and/or the Equipment.
8.3. On receipt of the notice under clause 8.1, TACHub shall at its own option, at its sole discretion and within a reasonable time investigate the alleged defect or failures in the said notice.
8.3.1. If TACHub determines that the alleged defect or failure does exist is one which TACHub is liable for, TACHub shall at its own cost replace or repair the defective Goods, or make good such defect or failure in such Goods and/or Services within a reasonable time.
8.3.2. If no defect or failure is found for which TACHub is liable, TACHub shall be entitled to compensation for the costs it has incurred as a result of the notice under clause 8.1.
8.3.3. If the defect or failure can be remedied by replacement or repair of the defective Goods and if the dismantling and re-installation of the Goods do not require special knowledge, the Customer shall, at TACHub’s request and according TACHub’s instructions, send the defective Goods to TACHub or to a destination specified by TACHub.
8.3.4. TACHub shall be discharged of its liability in respect of the defect or failure when (at TACHub’s option) it delivers duly repaired Goods or replacement Goods to the Customer, makes good such defect or failure in the Goods and/or the Services, or issues a credit note to the Customer in respect of the whole or part of the Contract price of such Goods as appropriate having taken back such Goods.
8.4. TACHub shall investigate the complaint and remedy the defect through replacement or repairs (at TACHub’s option) if it is TACHub’s responsibility to do so under the Warranty. If TACHub elects to remedy the defect through replacement or repairs, the Customer agrees that TACHub may substitute parts of the Goods with new, reconditioned, rebuilt, or repaired parts (at TACHub’s option) in the course of remedying the defect. The Warranty shall not be extended by reason of any replacement of or repairs carried out to the Goods. The Warranty shall be the Customer’s only remedy for any defect in workmanship or material in the Goods and TACHub shall have no further liability in contract, negligence or otherwise. TACHub is entitled to compensation for the costs incurred as a result of the Customer’s complaint if no defect is found for which TACHub is liable.
8.5. Unless otherwise stated in the Contract, the warranties set out in these STCs are the only warranties which shall be given by TACHub and all warranties, conditions and other terms implied by statute, common law or equity are, to the fullest extent permitted by law, excluded from the Contract.
8.6. TACHub shall not be liable for any damage to property, whether owned by the Customer or otherwise, caused by the Goods after it has been delivered.
8.7. The Customer shall indemnify, defend and hold TACHub harmless from and against any liability for, or costs arising in connection with any claim by a third party as described in the preceding paragraph.
8.8. The Customer shall indemnify, defend and hold TACHub harmless from and against any liability for, or costs arising in connection with any pollution which is due to the Goods or any act or omission in the supply of the Goods or provision of the Services.
8.9. Nothing in these STCs excludes or limits TACHub’s liability for:
8.9.1. Death or personal injury caused by TACHub’s negligence;
8.9.2. Fraud or fraudulent misrepresentation;
8.9.3. Breach of the terms implied by section 12 of the Sale of Goods Act [Cap. 393]; or
8.9.4. Breach of the terms implied by section 6(1) of the Hire-Purchase Act [Cap 125].
8.10. Unless otherwise stated in the Contract, TACHub shall not be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Contract for any:
8.10.1. Loss of profit;
8.10.2. Loss of production;
8.10.3. Loss of revenue;
8.10.4. Loss of business; or
8.10.5. Loss of anticipated savings;
in each case whether direct or indirect, or for any indirect, punitive, special or consequential loss or damage, howsoever arising.
8.11. Unless suit is brought by the Customer against TACHub within six (6) months from the date of delivery of the Goods and/or Services, any claim(s) by the Customer against TACHub arising from the provision of Goods and/or Services, under the Contract and/or in tort and/or for any breach of duty, shall be extinguished and TACHub shall be discharged from all liability whatsoever.
8.12. Unless otherwise agreed, in no circumstances shall the total liability of TACHub for all claims hereunder (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise) exceed the initially agreed price under the Contract. In the event that clause 4.5 applies, the total liability of TACHub for all claims hereunder (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise) shall not exceed the lower of the sums stipulated in clause 4.5 or clause 8.12.
9. Force Majeure
9.1. A “Force Majeure Event” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under the Contract, including act of God, fire, flood, lightning, compliance with any law or government order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, lock outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials, or other goods or services.
9.2. TACHub shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
9.3. If the Force Majeure Event prevents TACHub from providing any of the Services and/or Goods for more than two (2) weeks, TACHub shall, without limiting its other rights or remedies, be entitled to suspend or terminate the Contract immediately by giving written notice to the Customer.
10.1. For the purpose of Clause 10 only, where the Customer is a subsidiary within the meaning of section 5 of the Companies Act (Cap 50), any reference to “the Customer” in Clause 10.2 shall also include the entity or entities of which the Customer is a subsidiary.
10.2. TACHub may immediately terminate the Contract, without payment of compensation or other damages caused to the Customer solely by such termination, by giving written notice to the Customer if any one or more of the following events happened:
10.2.1. The Customer commits a material breach of any of its obligations;
10.2.2. The Customer fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under the Contract (save as to payment) after having been required by TACHub in writing to remedy or desist from such breach within a period of seven (7) days.
10.2.3. The Customer suspends, or threatens to suspend, payment of its debts (whether principal or interest) or is deemed to be unable to pay its debts within section 254(2) of the Companies Act [Cap. 50].
10.2.4. The Customer calls a meeting, gives a notice, passes a resolution or files an application, or an order is made, in connection with the winding up of the Customer.
10.2.5. The Customer has a receiver or administrative receiver appointed over all or any part of its assets or a person becomes entitled to appoint a receiver or administrative receiver over such assets.
10.2.6. A judicial manager is appointed over the Customer or an application is filed to appoint a judicial manager over the Customer.
10.2.7. The Customer takes any steps in connection with proposing a scheme of arrangement or a scheme of arrangement is passed in relation to it, or it commences negotiations with any or all of its creditors with a view to rescheduling any of its debts.
10.2.8. Any step is taken by a secured lender to obtain possession of the Company’s property on which it has security or otherwise to enforce its security.
10.2.9. The Customer has any distress, execution or sequestration or other such process levied or enforced on any of its assets which is not discharged within seven (7) days of it being levied.
10.2.10. Any proceedings in any jurisdiction, to which the Customer is subject, are commenced against the Customer or any event happens in any such jurisdiction that has an effect equivalent or similar to any of the events in clauses 10.2.3 to 10.2.9.
10.2.11. The Customer ceases, or appears in the reasonable opinion of TACHub likely or is threatening to cease, to carry on all or a substantial part of its business.
10.3. The termination of the Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
10.4. Upon termination of the Contract for any reason whatsoever:
10.4.1. The Customer shall immediately pay to TACHub all outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, TACHub shall submit an invoice, which shall be payable by the Customer immediately upon receipt.
10.4.2. Any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect.
10.4.3. The Customer shall immediately return to TACHub all of TACHub’s property in the Customer’s possession at the date of termination including all confidential information, together with all copies of such confidential information and shall certify that it has done so, and shall make no further use of such confidential information.
11. Restriction on Sales in Violation of Sanctions
11.1. The Customer warrants that at the date of entering into this Contract and continuing until the purchase price is paid in full and delivery is accepted by the Customer:
11.1.1. The Customer is not or will not be a Designated Entity.
11.1.2. The Customer is not subject to any sanctions, prohibitions, restrictions or designation imposed pursuant to United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union, United States of America or Singapore which prohibit or render unlawful any performance under this Contract;
11.1.3. The Customer is not purchasing the Goods as agent, trustee or nominee of any Designated Entity or person within whom transactions are prohibited or restricted under any sanctions, prohibitions, restrictions or designation imposed pursuant to United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union, United States of America or Singapore; and
11.2. If at any time during the performance of the Contract, TACHub becomes aware that the Customer is in breach of warranty as aforesaid, TACHub may terminate the Contract immediately by written notice to the Customer and comply with the orders or directions given by any regulatory or administrative body acting with powers to compel compliance.
11.3. Notwithstanding anything to the contrary in Clause 11, TACHub shall not be required to do anything which constitutes a violation of the laws and regulations of any country to which TACHub or the Customer is subject.
11.4. The Customer is liable to indemnify TACHub against any losses, damages, fines, and/or expenses suffered by TACHub resulting from any breach of warranty as stated in clause 11.1 or by reason of TACHub’s compliance with the orders or directions given by any regulatory or administrative body acting with powers to compel compliance.
12.1. The price for Goods shall be the price set out in the Sales Quotation
12.2. The price for the Services shall be the price set out in the Services Quotation or, if no price is stated, calculated according to the tariffs set out in TACHub’s Professional Service rates (copy available upon request) prevailing at the date of completion or deemed completion of the Services.
12.3. The price for any Services does not include the cost of any Goods which are supplied (subject to the prior written agreement of the Customer) by TACHub in the course of the performance of such Services, the price of which (unless otherwise agreed) shall be payable by the Customer when it is due to pay for the relevant Services.
12.4. The price for the Goods and/or Services shall be exclusive of any Goods and Services Tax (GST) or other similar taxes or levies, or any import and/or export taxes or duties.
12.5. Unless otherwise stated in Contract or in the invoice, the Customer shall pay all invoices in full and cleared funds free of bank charges, without any deduction, or withholding, within seven (7) days of the date of the invoice or otherwise as stated in the Sales quotation. Time for payment shall be of the essence.
12.6. The Customer shall make any payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
12.7. No indulgence granted by TACHub concerning the Customer’s payment obligations shall be or deemed to be a credit facility, or be taken to be any waiver of TACHub’s right to payment.
12.8. If any sum due from the Customer to TACHub under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to TACHub shall become due and payable immediately and, without prejudice to any other right or remedy available to TACHub, TACHub shall be entitled (at its sole discretion) to:
12.8.1. Cancel or suspend its performance of the Contract.
12.8.2. Appropriate any payment made by the Customer to the payment of any particular invoice of part thereof, including but not limited to, interest charges, legal fees and other charges.
12.8.3. Charge the customer interest on the overdue amount both before and after any judgment at the prevailing overdraft interest rate of TACHub’s bank (accruing on a daily basis and compounded monthly).
12.9. TACHub is entitled to be indemnified by the Customer for all expenses, legal fees and court costs on a solicitor and client basis, incurred by TACHub to collect and obtain payment of any outstanding sums due from the Customer to TACHub.
13. Assignment, Sub-Contracting and Third Party Rights
13.1. The Contract is personal to the Customer. The Customer shall not assign, delegate, subcontract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of TACHub.
13.2 TACHub may assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract at any time without the prior written consent of the Customer.
13.3. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of this Contract.
14.1. Intellectual Property created by TACHub in the course of the performance of the Contract or otherwise shall remain TACHub’s property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the Intellectual Property of TACHub.
14.2. Nothing in the Contract shall create or be deemed to create a partnership, or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of the Customer shall be deemed to be or have become an employee of TACHub.
14.3. The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
14.4. If at any time any part of the Contract is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.
14.5. The Contract may be amended by written agreement between TACHub and the Customer.
14.6. Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing. Notice by email is deemed to be in writing.
15. Law and Jurisdiction
15.1. The Contract and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature) shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The United Nations Convention on Contracts for the International Sale of Goods and/or the Sale of Goods (United Nations Convention) Act shall not apply to the Contract.